/* VALDEX — Terms of engagement */

const UPDATED_T = "May 18, 2026";

function TermsPage() {
  return (
    <LegalShell
      title="Terms of engagement"
      updated={UPDATED_T}
      intro={
        <React.Fragment>
          <p>
            These terms govern the relationship between <strong>VALDEX LLC</strong>
            {" "}(<span className="term">"Valdex"</span>, <span className="term">"we"</span>) and you,
            the business that hires us (<span className="term">"Client"</span>, <span className="term">"you"</span>).
            They apply to every engagement we run unless your individual engagement charter
            overrides a specific clause — the charter wins.
          </p>
          <p>
            We've written them to be readable. If anything is unclear, ask before you sign
            and we'll explain or rewrite it.
          </p>
        </React.Fragment>
      }
      sections={[
        { id: "scope", h: "1. Scope of work", body: (
          <React.Fragment>
            <p>
              Your engagement charter (<span className="term">document D-002</span>) lists what
              we'll do, on what cadence, and with what deliverables. It supersedes any verbal
              promises, sales emails, or website copy that says otherwise.
            </p>
            <p>
              Work outside the charter requires a written change order, signed by both
              sides. Verbal change requests are noted but not binding until the change order
              is countersigned.
            </p>
          </React.Fragment>
        )},
        { id: "fees", h: "2. Fees and payment", body: (
          <React.Fragment>
            <ul>
              <li><strong>Retainers</strong> are billed on the first business day of the month, net 14, payable by ACH.</li>
              <li><strong>Custom-scope projects</strong> are billed 50% on signing and 50% on delivery, unless the charter specifies a different schedule.</li>
              <li>We don't accept paper checks. Credit-card payment via Stripe is available; the 2.9% processing fee is passed through.</li>
              <li>Past-due invoices accrue interest at <strong>1.5% per month</strong> beginning 30 days after the due date. We stop active work on accounts that go 30 days past due.</li>
              <li>All fees are exclusive of taxes you owe in your jurisdiction. Wyoming does not impose sales tax on professional services. For non-U.S. clients, you are responsible for any applicable VAT/GST and for withholding obligations under your local tax rules; we will invoice the gross fee and provide the documentation you need to claim treaty relief.</li>
              <li>Where currency conversion is required, invoices are denominated in <strong>U.S. dollars</strong> and you bear the conversion cost and FX risk.</li>
            </ul>
          </React.Fragment>
        )},
        { id: "term", h: "3. Term and termination", body: (
          <React.Fragment>
            <p>
              Engagements have a <strong>90-day initial commitment</strong>, then continue on a
              30-day rolling basis. Either side may terminate by giving <strong>30 days'
              written notice</strong> after day 90. Work continues through the notice period.
            </p>
            <p>
              <strong>90-day kill switch.</strong> If, at day 90, the metrics defined in the
              charter haven't moved, you may terminate immediately without further obligation
              and we will refund <strong>50% of the final month's retainer</strong>.
            </p>
            <p>
              We may terminate immediately, without refund, if you (a) don't pay an undisputed
              invoice within 30 days of the due date, (b) ask us to do something illegal or
              unethical, or (c) materially abuse our team.
            </p>
            <p>
              On termination, we hand back credentials within 5 business days, deliver any
              work-in-progress associated with paid periods, and irrecoverably delete client
              data from our engagement workspace within 30 days — except for the contractual
              records described in the <a href="/privacy">privacy notice</a> §6.
            </p>
          </React.Fragment>
        )},
        { id: "ip", h: "4. Intellectual property", body: (
          <React.Fragment>
            <p>
              Everything we produce specifically for you under the engagement — articles,
              entity-graph schemas, dashboards, custom agent code — becomes yours on payment
              of the invoice for the period in which it was produced. We assign all rights
              we have in that work to you. You can use it however you want, including
              transferring it to a future agency.
            </p>
            <p>
              We retain ownership of our <strong>pre-existing tools, methodology, templates,
              and know-how</strong>. Where those are embedded in something we deliver to you,
              you receive a perpetual, worldwide, royalty-free, sublicensable license to use
              them as part of the delivered work.
            </p>
            <p>
              We do not use your data, your content, or anything we learn about your business
              to train AI models — ours, our clients', or anyone else's. We may describe the
              engagement in general terms (e.g. "a B2B SaaS in the RevOps category") in case
              studies — but never with identifying detail, and never without your written
              approval of the case study itself.
            </p>
            <p>
              Each side warrants that the materials it provides to the other do not
              infringe the intellectual-property rights of any third party. The
              indemnification in Section 8 applies if that turns out to be wrong.
            </p>
          </React.Fragment>
        )},
        { id: "warranty", h: "5. Warranties and disclaimers", body: (
          <React.Fragment>
            <p>
              We warrant that we will perform the work professionally and use commercially
              reasonable efforts to meet the targets defined in your charter.
            </p>
            <p>
              We do <strong>not</strong> guarantee any specific ranking, citation share,
              traffic level, revenue outcome, or position inside any search engine or
              generative engine. Search and AI engines are operated by third parties we
              don't control, and their algorithms change without notice. Our work moves the
              needle in the direction we both want, but we can't make rank or citation share
              a contractual promise — anyone who does is misleading you.
            </p>
            <p>
              Beyond the express warranty above, the services are provided <span className="term">"as is"</span>{" "}
              and we disclaim all implied warranties — including merchantability, fitness for a
              particular purpose, and non-infringement — to the maximum extent permitted by
              law. Some jurisdictions don't allow these exclusions; in that case the disclaimer
              applies only to the extent permitted.
            </p>
          </React.Fragment>
        )},
        { id: "liability", h: "6. Limitation of liability", body: (
          <React.Fragment>
            <p>
              To the maximum extent permitted by law, neither side will be liable to the
              other for <strong>indirect, consequential, incidental, special, exemplary, or
              punitive damages</strong> arising out of the engagement — including lost profits,
              lost revenue, lost data, lost business opportunity, or loss of goodwill — even
              if advised of the possibility.
            </p>
            <p>
              Each side's <strong>total cumulative liability</strong> for direct damages
              arising out of or related to the engagement is capped at the fees paid by
              Client to Valdex in the <strong>12 months</strong> preceding the event giving
              rise to the claim.
            </p>
            <p>
              The caps and exclusions in this section <strong>do not apply to</strong>:
              (a) Client's payment of fees owed, (b) either side's willful misconduct or
              fraud, (c) breach of confidentiality, (d) infringement of the other side's
              intellectual-property rights, or (e) liabilities that cannot be excluded under
              applicable law (e.g. gross negligence under some EU national laws).
            </p>
            <p>
              Some jurisdictions don't allow the exclusion or limitation of certain damages.
              In those places the exclusions apply only to the extent permitted.
            </p>
          </React.Fragment>
        )},
        { id: "indemnity", h: "7. Indemnification", body: (
          <p>
            Each side will defend and indemnify the other against third-party claims arising
            from its own breach of these terms, its own willful misconduct or negligence, or
            its own infringement of a third party's intellectual-property rights. The
            indemnified side will give prompt notice, allow the indemnifying side to control
            the defense (with counsel reasonably acceptable to the indemnified side), and
            cooperate at the indemnifying side's expense. No settlement requiring an
            admission, payment, or affirmative obligation from the indemnified side may be
            made without its written consent.
          </p>
        )},
        { id: "confidentiality", h: "8. Confidentiality", body: (
          <p>
            Each side will keep the other's non-public information confidential for as long
            as it remains non-public, using at least the same care it uses for its own
            comparable information — and no less than reasonable care. Confidentiality does
            not apply to information that is or becomes public through no fault of the
            receiving side, was rightfully known before disclosure, is independently
            developed without use of the disclosing side's information, or is rightfully
            received from a third party without restriction. Each side may disclose the
            other's information if legally required, and will tell the other side first
            unless the request itself prohibits doing so.
          </p>
        )},
        { id: "dataprotection", h: "9. Data protection and DPA", body: (
          <React.Fragment>
            <p>
              When we process personal data on your behalf in the course of an engagement
              (e.g. your audience exports, your CRM contacts, analytics access you grant us),
              you are the data <strong>controller</strong> and we are the <strong>processor</strong>{" "}
              under the GDPR, UK GDPR, and analogous regimes.
            </p>
            <p>
              Our <a href="/dpa">Data Processing Addendum (DPA)</a> is incorporated by
              reference and forms part of these terms for any engagement in which we
              process personal data. The DPA includes the Standard Contractual Clauses
              where they apply.
            </p>
            <p>
              You are responsible for the lawfulness of the personal data you give us
              access to — including obtaining any consents required from the data subjects
              under your applicable law. We will not be the controller of your customers' or
              employees' personal data.
            </p>
            <p>
              For our processing of your own contact-and-billing data as a business
              counterparty (rather than data of your end users), we are the controller and
              the <a href="/privacy">privacy notice</a> applies.
            </p>
          </React.Fragment>
        )},
        { id: "access", h: "10. Client access and responsibilities", body: (
          <React.Fragment>
            <p>
              You'll give us the access we need — analytics, ad accounts, CMS, etc. — to
              do the work. You are responsible for ensuring you have the right to grant that
              access. We'll use SSO and least-privilege where the platform supports it.
            </p>
            <p>
              You're also responsible for: timely review and sign-off on deliverables;
              providing factual inputs we need to verify claims; and not asking us to
              publish material you know is false. The freedom we have to refuse work that
              violates our <a href="/citation-policy">citation policy</a> or the published
              guidelines of the engines we work with is non-negotiable.
            </p>
          </React.Fragment>
        )},
        { id: "publicity", h: "11. Publicity and marketing", body: (
          <p>
            We may list your company name and logo on our website and in pitch materials,
            with linked permission, after the first 60 days of an engagement — and you can
            withdraw that permission at any time by emailing us. Detailed case studies
            (numbers, screenshots, named persons) require your written approval of the
            specific case study before publication.
          </p>
        )},
        { id: "law", h: "12. Governing law and disputes", body: (
          <React.Fragment>
            <p>
              These terms are governed by the laws of the <strong>State of Wyoming</strong>,
              United States, without regard to its conflict-of-laws principles. The United
              Nations Convention on Contracts for the International Sale of Goods does not
              apply.
            </p>
            <p>
              <strong>Informal resolution first.</strong> Before filing anything, the parties
              will negotiate in good faith for 30 days, escalating to a managing principal
              on each side.
            </p>
            <p>
              <strong>Binding arbitration.</strong> Any dispute that can't be resolved
              informally will be submitted to binding arbitration in <strong>Sheridan
              County, Wyoming</strong> under the Commercial Arbitration Rules of the American
              Arbitration Association, before a single arbitrator selected by mutual
              agreement (or, failing that, by the AAA). Judgment on the award may be entered
              in any court of competent jurisdiction.
            </p>
            <p>
              <strong>Exception for injunctive relief.</strong> Either side may seek
              injunctive relief in a court of competent jurisdiction for breach of
              intellectual-property rights, confidentiality, or to enforce payment.
            </p>
            <p>
              <strong>No class arbitration.</strong> Arbitration is on an individual basis
              only. The arbitrator may not consolidate claims or preside over a
              representative or class proceeding.
            </p>
            <p>
              The prevailing side may recover reasonable attorneys' fees and costs. The
              arbitrator's fees are paid by the losing side.
            </p>
          </React.Fragment>
        )},
        { id: "force", h: "13. Force majeure", body: (
          <p>
            Neither side is liable for a failure or delay caused by events beyond its
            reasonable control — natural disaster, war, terrorism, pandemic-scale public-
            health event, large-scale internet or cloud-provider outage, government action.
            The affected side will notify the other promptly and resume performance as soon
            as commercially reasonable. If a force-majeure event continues for more than
            60 days, either side may terminate without penalty.
          </p>
        )},
        { id: "misc", h: "14. Miscellaneous", body: (
          <React.Fragment>
            <ul>
              <li><strong>Independent contractor.</strong> We are an independent contractor, not your employee, agent, joint venturer, or partner. Neither side may bind the other to a third-party agreement.</li>
              <li><strong>Subcontractors.</strong> We do not subcontract Client work without your written approval, with the exception of the subprocessors listed on the <a href="/subprocessors">subprocessors page</a>, who are bound by written data-protection terms equivalent to ours.</li>
              <li><strong>Assignment.</strong> Neither side may assign these terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets — in which case notice to the other side is required.</li>
              <li><strong>Notices.</strong> Formal notices go to the office address below and to <a href="mailto:legal@valdexai.com">legal@valdexai.com</a> (for Valdex) or the equivalent contact in your charter (for Client). Email is acceptable for routine business notice; certified mail for legal notice.</li>
              <li><strong>Severability.</strong> If any clause is unenforceable, the rest stays in effect and the clause is reformed to come as close as possible to the original intent within the limits of the law.</li>
              <li><strong>No waiver.</strong> A side's failure to enforce a right is not a waiver of that right.</li>
              <li><strong>Whole agreement.</strong> Your engagement charter plus these terms (and, where applicable, the <a href="/dpa">DPA</a>) is the whole agreement between us. Both sides waive reliance on anything not written down in those documents.</li>
              <li><strong>Order of precedence.</strong> Charter &gt; DPA &gt; these terms &gt; any other VALDEX document.</li>
              <li><strong>Counterparts.</strong> The charter may be signed in counterparts, including by electronic signature.</li>
            </ul>
          </React.Fragment>
        )},
        { id: "contact", h: "15. Contact", body: (
          <React.Fragment>
            <p>Notices under these terms go to:</p>
            <p>
              <strong>VALDEX LLC</strong><br />
              Attn: Office of the Managing Partner<br />
              1309 Coffeen Ave, Ste 1200<br />
              Sheridan, WY 82801, United States<br />
              <a href="mailto:legal@valdexai.com">legal@valdexai.com</a> · (762) 760-1179
            </p>
          </React.Fragment>
        )},
      ]}
    />
  );
}

ReactDOM.createRoot(document.getElementById("root")).render(<TermsPage />);